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Technology Agreement

UPS TECHNOLOGY AGREEMENT

Version
UTA 08072018

PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS
OF THIS UPS TECHNOLOGY AGREEMENT. BY INDICATING BELOW THAT YOU AGREE TO BE
BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE ENTERED INTO A
LEGALLY BINDING AGREEMENT WITH UPS MARKET DRIVER, INC. (UPS).

Customer means the Person that
is your employer, but is not a Service Provider, (1) and that has been assigned
the UPS Account you use to register the first UPS Technology you access, if a
UPS Account is required for such registration, (2) and that has been assigned
the first UPS Account you use with the UPS Technology you access, if a UPS
Account is not required for registration but is required for use, or (3) when
the first UPS Technology you access does not require a UPS Account for
registration or use.

Service Provider means a third
party engaged by a UPS customer to assist such UPS customer in managing its
shipping activity with the UPS Parties, including Billing Data Service
Providers, that has been approved by UPS in writing to perform such services
for the UPS customer; provided however, UPS Affiliates may serve as Service
Provider without a written approval by UPS.

Service Provider Employee means
an employee of a Service Provider.

You or the possessive, Your,
means, as applicable: (i) you as an individual, if you are entering into this
Agreement as an individual on behalf of no other third party for your own
personal use of the UPS Technologies; (ii) you as an individual and Customer,
if you are accessing UPS Technology as part of your responsibilities as an
employee of Customer; or (iii) you as an individual and your employer, if your
employer is a Service Provider to a UPS customer and you are accessing UPS
Technology as part of your responsibilities as a Service Provider Employee to
perform services for the benefit of a UPS customer.

You represent and warrant You have reached the age of
legal majority and, if applicable, You can form legally binding contracts under
applicable law on behalf of Yourself, the Customer or Service Provider related
to the UPS Technology. If at any time You are no longer authorized to form
legally binding contracts under applicable law on behalf of Yourself, the
Customer or Service Provider, as applicable, You may no longer use UPS
Technology on Your own behalf or on behalf of such Customer or Service
Provider.

General
Terms and Conditions

1.Definitions.Capitalized terms used in
this Agreement have the meanings set forth on General Terms and Conditions
Exhibit A
attached hereto and End User Rights
Exhibit A
. In the case of any conflict between the terms
of the End User Rights and these General Terms and Conditions, these General
Terms and Conditions shall control.

2.License Grant.

2.1.Scope. UPS hereby grants to You and You
accept, subject to the terms and conditions of this Agreement, a limited,
revocable, non-sublicenseable, non-exclusive, non-transferable, license to use or
access, as applicable, the UPS Technology and associated Technical Documentation
in the Permitted Territory for such UPS Technology. The
End User Rights
contain additional general license rights and restrictions, as
well as UPS Technology-specific license rights and restrictions.

2.2.General Restrictions  UPS Materials and Software.
You shall not, and shall cause Your employees and agents not to, sublicense,
disclose or transfer the UPS Materials to any third party without the written
consent of UPS. You agree not to modify (including corrections to the
Software), reproduce, rent, lease, lend, encumber, distribute, redistribute,
remarket or otherwise dispose of the UPS Materials or any part thereof without
the consent of UPS, and hereby waive such rights granted under applicable law,
except where such waiver is unenforceable. You agree not to duplicate the
Software, except as required for its use in accordance with this Agreement,
provided that You may make one (1) back-up copy of the Software solely for
archival purposes. Such back-up copy shall include UPSs copyright and other
proprietary notices, and shall be subject to all the terms and conditions of
this Agreement. Notwithstanding anything to the contrary in this Agreement,
You may not use the Software on an outsourced time-share or service bureau
basis.

3.Export Law
Assurances. You
acknowledge that all UPS Materials provided hereunder are subject to the U.S.
Export Administration Regulations (EAR) administered by the U.S. Department
of Commerce's Bureau of Industry and Security, as well as other U.S. laws and
regulations. You agree to comply with the EAR and all applicable U.S. laws in
your handling and use of all UPS Materials provided hereunder and to not export
or reexport the UPS Materials except as authorized by the EAR, U.S. and other
applicable laws. Without limiting the generality of the foregoing, you agree,
represent and warrant that no UPS Materials will be accessed from, downloaded
in, released in, carried to, transferred to, transshipped through or to,
exported to, or reexported to (1) the Restricted Territory (or a national or
resident thereof) or (2) any person, entity or organization on the U.S.
Treasury Departments list of Specially Designated Nationals or the U.S.
Department of Commerces Denied Persons List or Entity List. The countries and
territories considered Restricted Territory and the persons, entities or
organizations on the aforementioned lists may change from time to time. You
agree to stay current with and comply with this provision notwithstanding any
such changes. For convenient reference only, information on the Restricted
Territory countries and territories and the persons, entities or organizations
on the aforementioned lists may be found at:
http://www.treasury.gov/ofac/downloads/sdnlist.txt
,

4.1.Ownership of Intellectual Property Rights. You
hereby acknowledge and agree that UPS owns all right, title and interest in and
to, or has the right to license to You, the UPS Materials. You acknowledge
that You have not acquired any ownership interest in the UPS Materials and will
not acquire any ownership interest in the UPS Materials by reason of this
Agreement. You will not at any time do or knowingly permit to be done any act
or thing that would in any way impair the rights of UPS or its licensors in and
to the UPS Materials. UPS and its licensors reserve all rights pertaining to
the UPS Materials not specifically granted herein.

4.2.Changes to UPS Materials and UPS Technology.
UPS may update, alter, modify or supplement any or all of the UPS Materials
and/or UPS Technology at any time.

5.Support Services.

5.1.Support and Maintenance. From time to time
UPS, in its sole discretion, may, in response to Your request, choose to
provide support or maintenance for the Software (Support Services). You
hereby authorize UPS and its authorized agents (the Support Providers), in
order to provide Support Services, to access the Software, other applications
which You may be using in conjunction with the Software and Your computer
systems either (1) remotely, via the Internet or other means (which may require
the installation of additional software on Your computer systems by UPS or the
Support Providers) (Support Software), or (2) through on-site visits at
specific times as mutually agreed upon by the parties. Each support session
using Support Software will be separately approved by You. During such sessions
UPS may see the Software as operating on the Your computer system and UPS may
assist You in making modifications to Your computer systems. You further grant
UPS and Support Providers the right to manipulate and modify the Software and
Your computer systems, applications, files and data as reasonably necessary to
provide You with Support Services. However, You agree that any Support Services
will be provided at UPSs discretion and nothing in the Agreement shall be
interpreted to obligate UPS to provide any Support Services.

5.2.Access to Proprietary Information. You
acknowledge and agree that You may disclose, or that UPS or the Support
Providers may observe, Your information and data during the provision of
Support Services by UPS or the Support Providers; and that such information and
data shall be deemed non-confidential and thus, not covered by General Terms
and Conditions Article 7, unless UPS has agreed otherwise in a signed
confidentiality agreement separate from this Agreement. In addition, You acknowledge
that the remote communications sessions utilized by UPS or the Support
Providers may be implemented through the Internet, which is inherently
insecure, and You agree that UPS or the Support Providers shall not be liable
for any security breaches occurring on the Internet. You should take the
foregoing into account when requesting Support Services from UPS or Support
Providers.

6.Suspension; Term and Termination.

6.1.Suspension of
Rights. UPS may suspend Your
rights to access any part of the UPS Systems through the UPS Technology
or as necessary in UPSs sole discretion including without limitation, to (1)
prevent access to any part of UPS Systems or the UPS Technology that is not in
compliance with the terms and conditions of this Agreement; (2) correct a material
error in the UPS Systems or the UPS Technology or (3) comply with a law,
regulation or rule or any ruling of a court or other body of competent
jurisdiction.

6.2.Term. This Agreement shall become effective
upon Your assent by clickthrough below and shall remain in full force and
effect thereafter until terminated as provided herein (the Term).

6.3.Hosted UPS Technology. Certain UPS Technology is hosted by UPS, UPS Affiliates
or vendors of UPS or UPS Affiliates. Hosted UPS Technology is hosted on servers
in the United States of America and is scheduled to be available twenty-four
(24) hours a day, seven (7) days a week (other than when unavailable for
maintenance); however, UPS does not guarantee the availability of hosted UPS
Technology, or that access will be uninterrupted or error-free. UPS reserves
the right to interrupt, limit, or suspend hosted UPS Technology from time to
time for purposes of maintenance, upgrades and similar reasons. You agree that
neither UPS nor UPS Affiliates shall be held responsible or liable for any
Damages arising from any interruption, suspension or termination of hosted UPS
Technology, regardless of the cause.

6.4.Termination.

a.Either party may terminate this Agreement, and UPS may terminate any or
all licenses to the UPS Technology granted hereunder, for convenience at any
time upon written notice to the other party.

b.Notwithstanding the foregoing, this Agreement shall terminate
without any further action needing to be taken by UPS (1) upon a breach of
General Terms and Conditions Article
3
,
7
or
10
, or General Terms and Conditions Sections
2.2 and 4.1 (third
sentence); (2) in the event of Your bankruptcy, commencement of
bankruptcy, corporate reorganization, civil rehabilitation, concordat, special
liquidation or any other insolvency proceeding with respect to You, or if You shall have a receiver, administrator, administrative
receiver or liquidator appointed or shall pass a resolution for winding up, or
a court shall make an order to that effect, (3) if You are a partner in or
Customer or Service Provider is a
partnership and such partnership is dissolved, or (4) upon deletion of
Your UPS profile.

6.5.Effect of Termination.

a.Upon the termination of this Agreement for any reason whatsoever all
licenses granted hereunder shall immediately terminate and You shall
immediately cease and desist from all access to and use of the UPS Materials,
and destroy all UPS Materials in Your possession or control.

b.Upon termination of any license to a UPS Technology, You shall
immediately cease and desist from access to and use of such UPS Technology and
associated UPS Materials and destroy all such associated UPS Materials in Your
possession or control.

6.6.Survival of Terms upon Termination. General
Terms and Conditions Articles
1
,
5
,
7-9
and
12
;
Sections 4.1
,
6.5
and
6.6; and
Exhibit A
and
Exhibit B
to these General Terms and Conditions; and the
Articles and those Sections of the End User Rights identified in End User
Rights
Section 3.2
shall survive the termination of this
Agreement for any reason.

7.Confidential Information, Trade Secrets, Information.

7.1.Disclosure. During the Term and thereafter,
You shall not use (except as permitted in connection with Your performance
hereunder), disclose or permit any Person access to any Trade Secrets
(including, without limitation, any Trade Secrets contained in the UPS Materials).
During the Term and for a period of five (5) years thereafter, except as
otherwise mandated by law, You shall not use, disclose, or permit any Person
access to any Confidential Information, except as permitted in connection with
Your performance hereunder. You acknowledge that if You breach this General
Terms and Conditions Article 7, UPS may have no adequate remedy at law
available to it, may suffer irreparable harm, and will be entitled to seek
equitable relief. You agree to protect such Confidential Information and Trade
Secrets with no less diligence than You protect Your own confidential or
proprietary information. If disclosure to Confidential Information is required
under provisions of any law or court order, You will notify UPS sufficiently in
advance so UPS will have a reasonable opportunity to object.

7.2.Aggregation. You shall not aggregate the
Information or derive or develop information, services or products that use the
Information, other than as expressly permitted under this Agreement.

7.3.Data Export. You may not export, whether by
(i) data export functionality built into the Software; (ii) extraction from the
Software interface (e.g. screen scraping); or (iii) otherwise, any data from
the UPS Databases and use such data for comparing shipping rates or delivery
times with the shipping rates or delivery times of any third party that is not
a member of the UPS Parties.

a.UPS PARTIES WARRANT THAT FOR NINETY (90) DAYS FROM THE DELIVERY TO YOU
OF SOFTWARE THAT SUCH SOFTWARE SHALL MATERIALLY OPERATE AS DESCRIBED IN THE
SOFTWARES CORRESPONDING TECHNICAL DOCUMENTATION. UPSS SOLE LIABILITY FOR A
BREACH OF THE FOREGOING WARRANTY SHALL BE TO REPLACE ANY SUCH SOFTWARE. EXCEPT
AS STATED IN THE WARRANTY OF THE FOREGOING TWO SENTENCES, THE UPS MATERIALS ARE
PROVIDED "AS IS WITH ALL FAULTS" AND IN THEIR PRESENT STATE AND
CONDITION. NO WARRANTY, REPRESENTATION, GUARANTEE, CONDITION, UNDERTAKING OR
TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY,
DURABILITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS, MERCHANTABILITY, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR
PURPOSE OR USE OF THE UPS MATERIALS IS GIVEN OR ASSUMED BY UPS AND ALL SUCH
WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY
EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AS ARE ANY
WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. UPS DOES NOT WARRANT THAT
DEFECTS IN THE UPS MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION
OR ADVICE GIVEN BY UPS OR ANY UPS REPRESENTATIVE SHALL CREATE A WARRANTY.

b.You furthermore acknowledge and agree that access by UPS or the Support
Providers to Your computer systems, files and associated data pursuant to
General Terms and Conditions Article 5 hereof is merely to facilitate Support
Services on Your behalf, and You remain solely responsible for backing up Your
computer systems, applications, files and data. ANY SUPPORT SERVICES OR
SUPPORT SOFTWARE PROVIDED BY UPS OR A SUPPORT PROVIDER PURSUANT TO THIS
AGREEMENT ARE PROVIDED AS IS WITH ALL FAULTS, AND UPS MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, REGARDING ANY SUCH SUPPORT SERVICES OR SUPPORT SOFTWARE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UPS HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FITNESS FOR A
PARTICULAR PURPOSE, RELATED TO SUPPORT SERVICES OR SUPPORT SOFTWARE PROVIDED
UNDER THE AGREEMENT AND ALL ASSOCIATED ADVICE, DIAGNOSES AND RESULTS. YOU
ACKNOWLEDGE AND AGREE THAT UPS WILL NOT BE LIABLE FOR ANY ERROR, OMISSION,
DEFAULT, DEFICIENCY, OR NONCONFORMITY IN THE SUPPORT SERVICES.

c.THE UPS PARTIES DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE
ACCESS TO THE UPS SYSTEMS AND ACCESS TO SUCH UPS SYSTEMS MAY BE INTERFERED WITH
BY NUMEROUS FACTORS OUTSIDE OF UPSS CONTROL. THE UPS PARTIES ARE NOT LIABLE
FOR ANY DAMAGES OF ANY TYPE CAUSED BY SUCH INTERFERENCE.

d.SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE
LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU. THE AGREEMENT
GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY
FROM JURISDICTION TO JURISDICTION. YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS
AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THIS AGREEMENT ARE FAIR
AND REASONABLE.

9.Limitation of Liability.

a.SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON CERTAIN DAMAGES SUCH AS
LIMITATIONS ON (I) INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) DAMAGES RESULTING
FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND (III) DAMAGES RESULTING FROM
PERSONAL INJURY OR DEATH. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS IN THIS
SECTION MAY NOT APPLY TO YOU AND ARE ONLY APPLICABLE TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY
ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. IF YOU ARE
DEALING AS A CONSUMER, YOUR STATUTORY RIGHTS THAT CANNOT BE WAIVED, IF ANY, ARE
NOT AFFECTED BY THESE PROVISIONS.

b.THE UPS PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL, OR SPECIAL
DAMAGES, LOST PROFITS, LOSS OF DATA OR DATA USE, LOST SAVINGS, OR COSTS OF
PROCURING SUBSTITUTE GOODS ARISING OUT OF THIS AGREEMENT, DUE TO BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT, USE OF THE UPS MATERIALS OR
OTHERWISE, EVEN IF THE UPS PARTIES HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH
DAMAGES OCCURRING. EXCEPT FOR THE LIMITATIONS OF LIABILITY SET FORTH IN END
USER RIGHTS SECTION 1.7 AND GENERAL TERMS AND CONDITIONS SECTION 8.2, IN NO
EVENT SHALL THE LIABILITY OF ALL THE UPS PARTIES FOR ANY DAMAGES (DIRECT OR
OTHERWISE) OR PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM,
WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT OR OTHERWISE OF ANY
TYPE EXCEED, IN THE AGGREGATE, ONE THOUSAND UNITED STATES DOLLARS (USD $1,000),
ANY CLAIM FOR DAMAGES IN EXCESS THEREOF BEING HEREBY WAIVED BY YOU.

c.FOR THE AVOIDANCE OF DOUBT AND CONSISTENT WITH THE SECOND PARAGRAPH OF
THESE GENERAL TERMS AND CONDITIONS, THE PRESENTMENT OF THIS AGREEMENT (VERSION
UTA 08072018 (UPS.COM)) MORE THAN ONCE TO YOU DOES NOT CHANGE THE UPS PARTIES
TOTAL AGGREGATE LIABILITY ABOVE ONE THOUSAND UNITED STATES DOLLARS (USD
$1,000).

d.CLAIMS NOT MADE WITHIN SIX (6) MONTHS AFTER THE FIRST EVENT GIVING RISE
TO A CLAIM SHALL BE DEEMED WAIVED.

10.Use of Name and Publicity. Except as expressly provided in this Agreement,
You agree that You shall not, without separate prior written consent of UPS in
each instance, use in advertising, publicity or otherwise the name of the UPS
Parties (including without limitation United Parcel Service of America, Inc.), or any partner or employee of the UPS
Parties, nor any trade name, trademark, trade dress or simulation thereof owned
by the UPS Parties.

11.Notices. Except as specifically provided in
this Agreement, all notices, demands or other communications required or
permitted hereunder shall be in writing and shall be given as follows:

If by You: by personal delivery, UPS Next Day Air®
delivery (notice deemed effective one
business day after dispatch); by facsimile or telecopier transmission if a
transmission confirmation is received by the sending party (notice deemed
effective on date confirmation is received); or by certified mail, return
receipt requested, postage prepaid (notice deemed effective on tenth business
day following placement in mail) to UPS, 35 Glenlake Parkway, Atlanta, Georgia
30328, attention: UPS Legal Department, facsimile: (404) 828-6912; and

If by UPS: by each
method available to You as well as electronic mail (notice deemed effective on
date of transmission); to the address, email address or facsimile number, as
applicable, (1) of Your registration information for the UPS Technology as
provided to UPS, (2) of a UPS Account You use with the UPS Technology or (3) if
neither (1) nor (2) above apply, then to the address, email address or
facsimile number, as applicable, that You have otherwise provided to UPS.

Either party may
change its address, email address or facsimile number for notice through thirty
(30) days prior written notice to the other party.

12.Miscellaneous.

12.1.Independent Parties. The parties are
independent parties and nothing herein shall be construed as creating an
employment or agency relationship, partnership, and/or joint venture between
the parties. Neither party is granted any right or authority to assume or to
create any obligation or responsibility, express or implied, on behalf of or in
the name of the other party, or to bind such other party in any manner.

12.2.Waiver. No waiver of any provision of this
Agreement, or any rights or obligations of either party under this Agreement,
shall be effective, except pursuant to a written instrument signed by the party
or parties waiving compliance, and any such waiver shall be effective only in
the specific instance and for the specific purpose stated in such writing.

12.3.Severability of Provisions. In the event that
any provision of this Agreement is found to be invalid or unenforceable
pursuant to judicial decree or decision, the remainder of this Agreement shall
remain valid and enforceable according to its terms.

12.4.Assignment. This Agreement, including any
rights, licenses or obligations under this Agreement, may not be assigned by
You to any other Person or entity without the prior written consent of UPS.
UPS may assign, delegate or transfer all or any part of this Agreement or any
rights hereunder to any member of the UPS Parties without the need for any
approval or consent from You. For these purposes, Assignment shall include,
but is not limited to, any merger or sale of all or substantially all of the
assets of the assigning party or any transfer of this Agreement, or any portion
hereof, by operation of law or otherwise, or any sale or other transfer of
thirty percent (30%) or more of the voting shares/interests of the assigning
party or control thereof. In the event of any permitted Assignment of this
Agreement, this Agreement shall be binding upon and inure to the benefit of
each of the parties and their respective legal successors and permitted
assigns.

12.5.Taxes. Any fees payable under this Agreement
do not include any taxes and fees (including, but not limited to, any
applicable withholding taxes and VAT or any other tax or fee) levied by any
duly constituted taxing authority against the fees payable to UPS hereunder.
You shall be solely responsible for the calculation of and payment of any such
taxes to the relevant taxing authority, and shall not reduce the amount of the
fees payable for such tax payment.

12.6.Governing Law; Jurisdiction and Language. To
the fullest extent permitted by applicable law, this Agreement and any claim,
case, or controversy arising out of or relating to this Agreement (whether for
breach of contract, tort or otherwise) shall be governed by and construed in
accordance with the laws of the State of New York, excluding (1) its conflict
of law principles; (2) the United Nations Convention on Contracts for the
International Sale of Goods; (3) the 1974 Convention on the Limitation Period
in the International Sale of Goods; and (4) the Protocol amending the 1974
Convention, done at Vienna, April 11, 1980. The parties declare that they have
required that this Agreement and all documents related hereto, either present
or future, be drawn up in the English language only. Les
parties déclarent qu'elles exigent que cette entente et tous les documents y
afférents, soit pour le présent ou lavenir, soient rédigés en langue anglaise
seulement. To the fullest extent permitted by applicable law and
consistent with valid entry into a binding agreement, the controlling language
of this Agreement is English and any translation You have received has been
provided solely for Your convenience. To the fullest extent permitted by
applicable law, all correspondence and communications between You and UPS under
this Agreement must be in the English language. In the event You have entered
into this Agreement by means of the Internet display of a translated version of
this Agreement in a language other than U.S. English, You may view the U.S.
English language version of this Agreement by accessing https://www.ups.com/us/en/help-center/legal-terms-conditions/technology-agreement.page
.
THE EXCLUSIVE JURISDICTION FOR ANY CLAIM, CASE, OR CONTROVERSY ARISING OUT
OF OR RELATING TO THIS AGREEMENT (WHETHER FOR BREACH OF CONTRACT, TORT OR
OTHERWISE) SHALL BE A FEDERAL OR STATE COURT IN ATLANTA, GEORGIA, AND THE
PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND IRREVOCABLY WAIVE AND
SHALL NOT ASSERT ANY DEFENSES BASED ON LACK OF IN PERSONAM JURISDICTION,
IMPROPER VENUE OR INCONVENIENT FORUM. Notwithstanding the foregoing, if
and to the extent subsequent separate or ancillary proceedings in another U.S.
or foreign court are necessary in order to enforce a judgment of the court in
Atlanta, Georgia, or otherwise as is necessary to provide complete relief and
full resolution of all issues in dispute, the Parties may institute such
subsequent separate or ancillary proceedings in any such U.S. or foreign court,
and the Parties hereby consent to the non-exclusive jurisdiction of such court
and hereby waive any defenses therein based on lack of in personam
jurisdiction, improper venue or inconvenient forum. Notwithstanding anything
herein to the contrary, UPS shall be entitled to interim relief or provisional
remedies before any court having jurisdiction. You agree to the admissibility
of computer records and electronic evidence in any dispute herein. For the avoidance of
doubt, dispute resolution
provisions contained in any agreement You have entered into with a member of
the UPS Parties related to UPS services, including for example, the applicable
UPS Terms and Conditions of Carriage/Service, shall govern whenever such
provisions are applicable to any claim or controversy. SEE SECTION 12.15 AND EXHIBIT B FOR COUNTRY-SPECIFIC DEVIATIONS TO
THIS AGREEMENT IF YOU ARE A RESIDENT OF OR YOUR
REGISTERED OFFICE IS LOCATED IN ONE OF THE FOLLOWING COUNTRIES OR TERRITORIES:
MIDDLE EASTERN COUNTRIES, BANGLADESH, INDONESIA, ISRAEL, THE UNITED
STATES OF AMERICA OR PUERTO RICO.

12.7.Force Majeure. Neither party hereto shall be liable for the failure to perform any of
its obligations under this Agreement or for any Damages if such failure is
caused by any reason beyond its reasonable control including without
limitation, any occurrence of any act of God, labor strike or dispute,
industrial disturbance, governmental emergency order, judicial or government
action, emergency regulations, sabotage, riots, vandalism, electronic failure,
major computer hardware or software failures, equipment delivery delays, acts
of third parties, or act of terrorism.

12.8.Remedies. Any remedies provided herein are
non-exclusive.

12.9.Compliance with Laws. Each party, in
connection with its performance hereunder, shall strictly comply with all
applicable laws, rulings, and regulations and shall take no actions which would
cause the other party to be in violation of any laws, rulings or regulations
applicable to it, including, where required, You as a licensee filing this
Agreement with a governmental entity.You
specifically acknowledge that the UPS Materials provided hereunder may contain
encryption functionality. You acknowledge and agree that by downloading,
importing or using the UPS Materials in any country or territory outside the
United States you, not UPS, assume full responsibility for compliance with all
the laws and regulations of such country or territory, including, without
limitation, all laws and regulations governing the import, use, distribution,
development, or transfer of encryption software or technology and all
requirements of registration or licensing related to same.

12.10.Data Practices. In order to perform pickup and delivery
services, and in connection with Your use of the UPS Technology, the UPS package delivery company in Your jurisdiction,
whose name and address may be found under Contact UPS on the UPS Web Site
for Your jurisdiction (UPS Delivery Co.), collects, processes and uses
personal information. UPS Market Driver, Inc., 35 Glenlake Parkway, N.E.,
Atlanta, Georgia, USA 30328 and the other UPS Parties receive personal
information and use it for the Purposes defined below.

The UPS Parties process personal information in accordance
with applicable data protection laws. The personal information is used for the
purposes (the Purposes) set forth in, and is subject to, the UPS Privacy
Notice published on UPSs web site at <
https://www.ups.com/us/en/help-center/legal-terms-conditions/privacy-notice.page
>(hereby incorporated by reference into this
Agreement). The personal information may be disclosed to certain
recipients (Recipients) as described in the UPS Privacy Notice. You
acknowledge You have read and fully understand the UPS Privacy Notice.

You represent and warrant to UPS that when You or Your
employees, agents or contractors (Shipper Parties) provide UPS Delivery Co.
with personal information: (1) the Shipper Parties have collected the personal
information lawfully, and have the right and authority to provide the personal
information to the UPS Parties for any uses permitted under these General Terms
and Conditions Section 12.10; (2) You or another Shipper Party have notified
each individual identified by the personal information (including all package
addressees), as required by applicable law, that UPS will be processing the
personal information in accordance with the UPS Privacy Notice published at <
https://www.ups.com/us/en/help-center/legal-terms-conditions/privacy-notice.page> in effect at the time of shipping, that
the personal information may be provided by UPS to the Recipients set forth
above, and that the personal information may be transferred to countries or
territories other than the country or territory in which the UPS Parties
originally collected the information (which countries or territories may not
have the same data protection laws as the country or territory in which You
originally provided the information); and (3) You have obtained informed and
specific consent from any package addressee or recipient, as required by law,
that UPS may send e-mail and other notifications related to the agreed shipment
services.

You further agree to receive non-marketing telephone calls
and text messages relating to the UPS pickup and delivery services (including,
without limitation, collections calls and text messages) from or on behalf of
UPS at any wireless telephone number assigned to Your account. You understand
and agree that such calls or text messages may be prerecorded and/or delivered
through the use of an automatic telephone dialing system and that Your wireless
carriers message and data rates may apply to Your receipt of such calls and
text messages at a cellular telephone number. You understand and agree that
any telephone number(s) that You provide to UPS will be true, accurate,
current, and complete, and You will promptly update any such number as
necessary to keep it true, accurate, current, and complete.

12.11.Non-Exclusivity. Nothing in this Agreement
shall be construed to preclude or restrict UPS in any way from entering into
similar arrangements with any other Person or from dealing or contracting
directly with mutual customers of the parties.

12.12.Entire Agreement; Amendment. This Agreement constitutes
the entire understanding and agreement between the parties with respect to the
subject matter of this Agreement and supersedes any and all (1) prior or
contemporaneous representations, understandings and agreements related thereto
and (2) any prior versions of the UPS Technology Agreement between UPS and You,
all of which are merged in this Agreement. Such merger will not be effective as
to Software. The UPS Technology Agreement current at the time You receive a
particular version of the Software will govern Your use of such Software
version at all times. Any Corporate Technology Agreement between UPS and
Customer, whether entered into before or after the date of this Agreement,
shall supersede this Agreement. Any UPS Technology Agreement between UPS and
You having a version more recent than Version UTA08072018 shall supersede this
Agreement. The superseding of any prior agreement shall not abridge UPSs
rights against You as a result of any violation or breach of such prior
agreement before the date of this Agreement. This Agreement may not be modified
or amended except by a writing signed by authorized representatives of the
parties to this Agreement; provided, however, UPS may modify the End User
Rights pursuant to End User Rights
Section 3.1
and the
UPS Materials and UPS Technology pursuant to these General Terms and Conditions
Section 4.2
. A writing with electronic signatures shall
not qualify to modify or amend the Agreement.

12.13.Waiver: European Union Notices. To the fullest
extent permitted by applicable law, if You are a resident of or Your registered
office is located in a member state of the European Union, You waive all
notices, acknowledgements and confirmations relative to contracting by
electronic means which may be required under Articles 10(1), 10(2), 11(1) and
11(2) of EU Directive 2000/31/EC as implemented in Your jurisdiction in respect
of Your use of the UPS Technology. If You are a resident of any European Union
member state, You understand You have a right to withdraw from this Agreement
in the first fourteen (14) days after Your acceptance, and to the fullest
extent permitted by applicable law, You hereby expressly renounce the 14-day
right of withdrawal in exchange of UPS making UPS Technologies available to You
immediately upon entering in this Agreement.

12.14.NOTICE:
Processing of Personal Information pursuant to UPS Privacy Notice. Except as You
indicate to the contrary pursuant to the methods specified in the UPS Privacy
Notice (which preferences may be changed by You at any time), You hereby acknowledge
that personal information may be processed for the Purposes as set forth in
General Terms and Conditions Section 12.10. You also agree that where You are the package addressee
or recipient, You have received notice of the processing and use of personal
information as described in General Terms and Conditions Section 12.10.

12.15.Country-Specific Terms. If You are a resident of or Your registered office is
located in one of the countries or territories listed below, the terms of
Exhibit B shall apply to You. In the case of conflict or ambiguity between any
provision contained in the body of these General Terms and Conditions and any
provision contained in Exhibit B, the provision contained in Exhibit B shall
prevail if Exhibit B applies to You.

b.Bangladesh,
Indonesia, Israel, the United States of America and Puerto Rico.

EXHIBIT A

DEFINITIONS- GENERAL TERMS AND CONDITIONS

Affiliates means third parties that control, are controlled by, or under
common control with, whether directly or indirectly, a Person. For
purposes of this definition, the term control (including with correlative
meanings, the terms controlled by and under common control with) means the
possession directly or indirectly of the power to direct or cause the direction
of the management and policies of an entity, whether through the ownership of
voting securities, by trust, management agreement, contract or otherwise.

Agreement
is
defined in the second paragraph of these General Terms and Conditions.

Alternate Billed
Shipment(s)
means shipments tendered to the UPS Parties on Your
behalf by another Person where such shipments are charged against Your UPS
Account.

Assignment
has the
definition provided in General Terms and Conditions
Section 12.4
.

Billing Data
Service Provider means a third party services provider (1) hired by You
for providing services for You to close the Customer Billing Cycle, and (2) who
has been identified to UPS by You for receipt of Billing Data from UPS to You
via the UPS Systems, using the approved secure transfer method which may be
modified from time to time by UPS in accordance with this Agreement.

Confidential Information means any
information or material, other than Trade Secrets, that is of value to UPS and
is not generally known to third parties, or that UPS obtains from any third
party (including without limitation the UPS Parties) that UPS treats as
proprietary whether or not owned by UPS. Confidential Information shall
include Information. Confidential Information shall not include information
that You can show is: (1) known by You at the time of receipt from UPS and not
subject to any other nondisclosure agreement between the parties; (2) now, or
which hereafter becomes, generally known to the public through no fault of You;
(3) otherwise lawfully and independently developed by You without reference to
Confidential Information; or (4) lawfully acquired by You from a third party
without any obligation of confidentiality.

Customer
is defined
in the third paragraph of the General Terms and Conditions.

Inbound Shipments
means shipments tendered to the UPS Parties for delivery to You.

Informationmeans
information provided from the UPS Systems (i) related to services provided by
the UPS Parties or (ii) generated in connection with You shipping with the UPS
Parties, including without limitation, Tendered Shipments.

Purposes
has the
definition provided in General Terms and Conditions
Section 12.10
.

Recipients
has the
definition provided in General Terms and Conditions
Section 12.10
.

Restricted Territory
means those countries or territories subject to a comprehensive economic
sanctions program administered by the U.S. Department of the Treasury, Office
of Foreign Assets Control (OFAC) or to any other general prohibition on the
use, exportation, or reexportation of the UPS Technology under U.S. sanctions
or export control laws. Countries or territories subject to OFAC embargo or
sanctions can change at any time. For Your convenient reference only, the
following links provide information pertaining to such countries or territories:
http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx
,
and
http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm
.

Service Provider
has the definition provided in the third paragraph of the General Terms and
Conditions.

Service Provider Employee has the definition
provided in the third paragraph of the General Terms and Conditions.

Shipper Parties has the definition provided
in General Terms and Conditions
Section 12.10
.

Software
means those
items of UPS Technology that (i) are software and that are provided by UPS to
You under this Agreement, (excluding sample computer software code) and any
associated Technical Documentation, and (ii) any Updates thereto to the extent
provided by UPS to You under this Agreement.

Support Services has the definition provided
in General Terms and Conditions
Section 5.1
.

Support Software has the definition provided
in General Terms and Conditions
Section 5.1
.

Support Providers has the definition
provided in General Terms and Conditions
Section 5.1
.

Technical
Documentation
means collectively any and all documentation and/or
sample computer software code regarding the UPS Technology or the UPS Marks
provided or made available to You by UPS hereunder.

Tendered Shipment
means a shipment tendered (i) by or for You to the UPS Parties for delivery or
(ii) by a third party to the UPS Parties for delivery to You, which can be an
Outbound Shipment, Alternate Billed Shipment or Inbound Shipment.

Term
has the definition
provided in General Terms and Conditions
Section 6.2
.

Trade Secret
means
any information of UPS or that UPS acquired from a third party (including
without limitation the UPS Parties) which is not commonly known by or available
to the public, which (1) derives economic value, actual or potential, from not
being generally known to and not being readily ascertainable by proper means by
other persons who can obtain economic value from its disclosure or use, and (2)
is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy.

UPS Account
means
any shipping account assigned to You by a member of the UPS Parties, including,
without limitation, those accounts assigned to users of UPS.com shipping known
as temporary accounts and UPS Freight shipping accounts.

UPS Databases
means
databases of proprietary information related to the shipping services of the
UPS Parties and distributed with or for use with Software.

UPS
Delivery Co.has the definition provided in General Terms and Conditions
Section 12.10.

UPS
Marksmeans the word mark UPS as shown in various trademark
registrations including but not limited to U.S. Trademark Registration No.
966,724, and the mark UPS & Stylized Shield Device as shown below and as
shown in various trademark registrations, including but not limited to U.S.
Trademark Registration Nos.: 2,867,999, 2,965,392, 2,973,108, 2,978,624,
3,160,056 and European Community Trademark Registration Nos.: 3,107,026,
3,107,281, and 3,106,978.

UPS Materials
means
collectively the UPS Technology, the UPS Databases, the Technical
Documentation, the Information, the Software, the UPS Marks,and the UPS
Systems.

UPS Partiesmeans UPS and existing Affiliates, and their
respective shareholders, officers, directors, employees, agents, partners,
third party suppliers and third party licensors.

If You are a resident of or Your registered office is
located in any country or territory identified in Section 12.15 of the General
Terms and Conditions, the following terms replace or modify the referenced
terms of the General Terms and Conditions. All terms of the General Terms and
Conditions that are not changed by these amendments remain unchanged and in
effect.

a.You warrant and represent that You are a resident of or
Your registered office is located in one of the following countries: Middle
Eastern Countries, Bangladesh, Indonesia, Israel, the United States of America
or Puerto Rico.

b.Subject to Section 1.1(a) of this Exhibit B above, You
and UPS agree to modify the General Terms and Conditions as set forth in
Section 1.2 of this Exhibit B below.

c.Except as amended as set forth herein, the General
Terms and Conditions (including the Exhibits thereto) shall continue in full
force and effect until expired or terminated and reflect the entire agreement
between You and UPS regarding the subject matter hereof. To the extent that
any provisions of this Exhibit B are inconsistent with the General Terms and
Conditions, the terms of this Exhibit B shall govern solely with regard to the
subject of the inconsistency.

d.In consideration of the promises and mutual covenants
of the parties, You and UPS agree that the General Terms and Conditions shall
be modified as set forth in Section 1.2 of this Exhibit B below.

1.2Amendments.

a.If You are a resident of or Your registered office is
located in one of the Middle Eastern Countries, Bangladesh, Indonesia or
Israel, Section 9 of the General Terms and Conditions shall be deleted in its
entirety and replaced with the following:

9. Limitation
of Liability.

9.1 Except
as expressly stated in Section 9.2:

a. UPS
Parties shall not in any circumstances have any liability for any Damages which
may be suffered by the Customer (or any person claiming under or through the
Customer), whether the same are suffered directly or indirectly or are
immediate or consequential, and whether the same arise in contract, tort
(including negligence) or otherwise howsoever, which fall within any of the
following categories:

i.special damage even if UPS Parties was aware of the circumstances in which
such special damage could arise;

ii.loss of profits;

iii.loss of anticipated savings;

iv.loss of business opportunity;

v.loss of goodwill;

vi.costs of procuring substitute goods arising out of this Agreement;

vii.loss or corruption of data or data use.

b.The total liability of UPS Parties, whether in
contract, tort (including negligence) or otherwise and whether in connection
with this Agreement or any collateral contract, shall in no circumstances
exceed, in the aggregate, a sum equal to one thousand United States dollars (USD
$1,000); and

c.You agree that, in entering into this Agreement,
either it did not rely on any representations, whether written or oral, of any
kind or of any person other than those expressly set out in this Agreement or
(if it did rely on any representations, whether written or oral, not expressly
set out in this licence) that it shall have no remedy in respect of such
representations and, in either case, UPS Parties shall have no liability in any
circumstances otherwise than in accordance with the express terms of this
Agreement.

9.2 The
exclusions in Section 9.1 shall apply to the fullest extent permitted by
applicable law, but UPS Parties do not exclude liability for:

a.death or personal injury caused by the
negligence of UPS Parties, their officers, employees, contractors or agents;

b.fraud or fraudulent misrepresentation; or

c.any other liability which may not be excluded by
law.

9.3 For
the avoidance of doubt, the presentment of this Agreement (version UTA 08072018)
more than once to you does not change the UPS Parties total aggregate
liability above one thousand united states dollars (USD $1,000).

9.4 Claims not made within six
(6) months after the first event giving rise to a claim shall be deemed
waived.

b.If You are a resident of or Your registered office
is located in one of the Middle Eastern Countries, Bangladesh,
Indonesia, Israel, the United States of America or Puerto Rico, Section 12.6 of the General Terms and Conditions shall be
deleted in its entirety and replaced with the following:

12.6 Governing
Law and Arbitration.

a.If You are a resident of or Your registered office is located in
one of the Middle Eastern Countries, any dispute arising out of or in
connection with this Agreement, including any question regarding its existence,
validity or termination, shall be referred to and finally resolved by
arbitration under the Arbitration Rules of the DIFC-LCIA Arbitration Centre,
which the Arbitration Rules of the DIFC-LCIA Arbitration Centre are deemed to
be incorporated by reference into this clause. The number of arbitrators shall
be one. The seat, or legal place, of arbitration shall be the Dubai
International Financial Centre. The language to be used in the arbitration
shall be English. The governing law of the Agreement shall be the substantive
laws of England and Wales. You hereby represent and warrant that You have the
authority to enter into an agreement to arbitrate in accordance with this
clause and any applicable law.

b.If You are a resident of or Your registered office is located in
Bangladesh or Indonesia, any dispute arising out of or in connection with this
Agreement, including any question regarding its existence, validity or
termination, shall be referred to and finally resolved by arbitration under the
Arbitration Rules of the Singapore International Arbitration Centre, which the
Arbitration Rules of the Singapore International Arbitration Centre are deemed
to be incorporated by reference into this clause. The number of arbitrators
shall be one. The seat, or legal place, of arbitration shall be the Singapore
International Arbitration Centre. The language to be used in the arbitration
shall be English. The governing law of the Agreement shall be the substantive
laws of England and Wales. You hereby represent and warrant that You have the
authority to enter into an agreement to arbitrate in accordance with this
clause and any applicable law.

c.If You are a resident of or Your registered office is
located in Israel, any dispute arising out of this Agreement, or the
breach thereof, shall be settled by arbitration in accordance with the
International Arbitration Rules of the Israeli Institute of Commercial
Arbitration, which the International Arbitration Rules of the Israeli Institute
of Commercial Arbitration are deemed to be incorporated by reference into this
clause. The number of arbitrators shall be one. The parties also agree to
abide by and to perform the award or judgment of the arbitrator as the final
decision respecting such dispute. The language to be used in the arbitration
shall be English. The governing law of the Agreement shall be the substantive
laws of England and Wales. You hereby represent and warrant that You have the
authority to enter into an agreement to arbitrate in accordance with this
clause and any applicable law.

d.If
You are a resident of or Your registered office is located in the United States
of America or Puerto Rico, any dispute arising out of this Agreement, or the
breach thereof, shall be governed as set forth in Attachment 1 (Dispute
Resolution in the U.S. and Puerto Rico) attached hereto.

e.To the fullest extent permitted by applicable law and consistent with
valid entry into a binding agreement, the controlling language of this
Agreement is English and any translation You have received has been provided
solely for Your convenience. To the fullest extent permitted by applicable
law, all correspondence and communications between You and UPS under this
Agreement must be in the English language. In the event You have entered into
this Agreement by means of the Internet display of a translated version of this
Agreement in a language other than U.S. English, You may view the U.S. English
language version of this Agreement by accessing
https://www.ups.com/us/en/help-center/legal-terms-conditions/technology-agreement.page
.

f.Notwithstanding any other term of this Agreement, dispute resolution
provisions contained in any agreement You have entered into with a member of
the UPS Parties related to UPS Services, including for example, the applicable
UPS Terms and Conditions of Carriage/Service, shall govern whenever such provisions
are applicable to any claim or controversy.

c.If You are a resident of or Your registered office is
located in one of the Middle Eastern Countries, Bangladesh, Indonesia or
Israel, Section 12.16 shall be appended to the General Terms and Conditions as
follows:

12.16 Interpretation.
The following rules of interpretation shall apply to this
Agreement:

a.Section
and Exhibit headings shall not affect the interpretation of this Agreement.

b.A
person includes a natural person, corporate or unincorporated body (whether or
not having separate legal personality).

c.Unless the context otherwise requires, words in the
singular shall include the plural and in the plural include the singular.

d.Unless the context otherwise requires, a reference to one gender
shall include a reference to the other gender.

e.Any reference to an English legal term for any action,
remedy, method of judicial proceeding, legal document, legal status, court,
official or any legal concept or thing shall, in respect of any jurisdiction
other than England, be deemed to include a reference to what most nearly
approximates to the English legal term in that jurisdiction.

f.A reference to a statute or statutory provision is a
reference to it as amended, extended or re-enacted from time to time, whether
before or after the date of this Agreement, and in the case of a reference to a
statute is also to all subordinate legislation made under that statute whether
before or after the date of this Agreement.

g.Any words following the terms including, include, in
particular or for example or any similar phrase shall not limit the
generality of the related general words.

h.Any reference to the word merchantability shall also be construed
as meaning satisfactory quality.

d.If You are a resident of or Your registered office is
located in one of the Middle Eastern Countries, Bangladesh, Indonesia or
Israel, Section 12.17 shall be appended to the General Terms and Conditions as
follows:

12.17 Third
Party Rights. A person who is not a party to this
Agreement shall not have any rights under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Agreement, but this does not
affect any right or remedy of a third party which exists, or is available,
apart from that Act.

e.If You are a resident of or Your registered office is
located in one of the Middle Eastern Countries, Bangladesh, Indonesia or
Israel, Section 12.18 shall be appended to the General Terms and Conditions as
follows:

12.18 Anti-Bribery
and Anti-Corruption. You shall comply with all
applicable laws, statutes, regulations, and codes relating to anti-bribery and
anti-corruption including but not limited to the UK Bribery Act 2010 in
connection with this Agreement and promptly report to UPS any request or
demand for any undue financial or other advantage of any kind received by such
party in connection with the performance of this Agreement.

f.If You are a resident of or Your registered office is located in
Indonesia, Section 12.13 of the General Terms and Conditions shall be deleted
in its entirety and replaced with the following:

12.13 Entire
Agreement; Amendment. This Agreement constitutes the entire
understanding and agreement between the parties with respect to the subject
matter of this Agreement and supersedes any and all (1) prior or
contemporaneous representations, understandings and agreements related thereto
and (2) any prior versions of the UPS Technology Agreement between UPS and You,
all of which are merged in this Agreement. Such merger will not be effective as
to Software. The UPS Technology Agreement current at the time You receive a
particular version of the Software will govern Your use of such Software
version at all times. Any Corporate Technology Agreement between UPS and
Customer, whether entered into before or after the date of this Agreement,
shall supersede this Agreement. Any UPS Technology Agreement between UPS and
You having a version more recent than Version UTA08072018 shall supersede this
Agreement. The superseding of any prior agreement shall not abridge UPSs
rights against You as a result of any violation or breach of such prior
agreement before the date of this Agreement. A writing with electronic
signatures shall not qualify to modify or amend the Agreement.

Attachment 1

Dispute
Resolution in the U.S. and Puerto Rico

Binding
Arbitration of Disputes

Except as to disputes that qualify for state courts of
limited jurisdiction (such as small claims, justice of the peace, magistrate
court, and similar courts with monetary limits on their jurisdictions over
civil disputes), You and UPS agree that any controversy or claim, whether at
law or equity, arising out of or related to this Agreement that arises in whole
or in part in the United States or Puerto Rico, regardless of the date of
accrual of such dispute, shall be resolved in its entirety by individual (not
class-wide nor collective) binding arbitration.

Arbitration is the submission of a dispute to a neutral
arbitrator, instead of a judge or jury, for a final and binding decision, known
as an award. Arbitration provides for more limited discovery than in court,
and is subject to limited review by courts. Each party has an opportunity to
present evidence to the arbitrator in writing or through witnesses. An
arbitrator can only award the same damages and relief that a court can award
under the law and must honor the terms and conditions in this Agreement. You
and UPS agree that their sole relationship is a contractual one governed by
this Agreement.

Institutional
Arbitration

The arbitration shall be conducted by the American Arbitration
Association (AAA) in accordance with its Commercial Arbitration Rules and the
Supplementary Procedures for Consumer-Related Disputes (the AAA Rules), and
judgment on the award may be entered in any court of competent jurisdiction.
The AAA Rules, including instructions for how to initiate arbitration, are
available at
https://www.adr.org
. The
arbitrator shall decide all issues of the case on the basis of the applicable
law, not equity. If You initiate arbitration, You must serve UPSs registered
agent for service of process, Corporation Service Company, which has locations
in every state. Information also can be found on the website of your local
Secretary of State.

Any arbitration under this Agreement will take place on an
individual basis; class, mass, consolidated or combined actions or arbitrations
or proceeding as a private attorney general are not permitted. You and UPS each
waives the right to trial by jury. You and UPS further waive the ability to
participate in a class, mass, consolidated or combined action or arbitration.

Place of
Arbitration/Number of Arbitrators/Costs of Arbitration

Any arbitration will take place in the county where You reside
and will be determined by a single arbitrator. Any filing fee or administrative
fee required of You by the AAA Rules shall be paid by You to the extent such
fee does not exceed the amount of the fee required to commence a similar action
in a court that otherwise would have jurisdiction. For all non frivolous
complaints, UPS will pay the amount of such fee in excess of that amount. The
arbitrator will allocate the administrative costs and arbitral fees consistent
with the applicable rules of the AAA. Reasonable attorneys fees and expenses
will be allocated or awarded only to the extent such allocation or award is
available under applicable law.

All issues are for the arbitrator to decide, except that issues
relating to the scope, application, and enforceability of the arbitration
provision are for a court to decide. The Federal Arbitration Act governs the
interpretation and enforcement of this provision.

Severability

Notwithstanding anything to the contrary in the AAA Rules, if
any part of this arbitration provision is deemed invalid or ineffective for any
reason, this shall not affect the validity or enforceability of the remainder
of this arbitration provision, and the arbitrator shall have the authority to
amend any provisions deemed invalid or ineffective to make the same valid and
enforceable.

Desk Arbitration

For all disputes concerning an
amount less than fifteen thousand dollars ($15,000.00), the parties shall
submit their arguments and evidence to the arbitrator in writing and the
arbitrator shall make an award based only on the documents; no hearing will be
held unless the arbitrator in his or her discretion, and upon request of a
party, decides it is a necessity to require an in-person hearing. For a
dispute governed by the AAA Consumer-Related Disputes Supplementary Procedures,
and concerning an award between fifteen thousand dollars ($15,000.00) and fifty
thousand dollars ($50,000.00), inclusive, UPS shall pay Your filing fee under
the AAA Rules, provided that You agree that each party shall submit their
arguments and evidence to the arbitrator in writing and that the arbitrator
shall make an award based only on the documents, without a hearing being held.
Notwithstanding this provision, the parties may agree to proceed with desk
arbitration at any time.

Access to
Small Claims Courts

All parties shall retain the right to seek adjudication in a
state court of limited jurisdiction, such as small claims, justice of the
peace, magistrate court, and similar courts with monetary limits on their
jurisdiction over civil disputes, for individual disputes within the scope of
such courts jurisdiction.

Acknowledgements

YOU AND UPS
ACKNOWLEDGE AND AGREE THAT EACH PARTY WAIVES THE RIGHT TO:

(a) HAVE A
TRIAL BY JURY TO RESOLVE ANY DISPUTE ALLEGED AGAINST YOU, UPS OR RELATED THIRD
PARTIES;

(b) HAVE A
COURT, OTHER THAN A STATE COURT OF LIMITED JURISDICTION AS DEFINED ABOVE,
RESOLVE ANY DISPUTE ALLEGED AGAINST YOU, UPS OR RELATED THIRD PARTIES;

(c) HAVE A
COURT REVIEW ANY DECISION OR AWARD OF AN ARBITRATOR, WHETHER INTERIM OR FINAL,
EXCEPT FOR APPEALS BASED ON THOSE GROUNDS FOR VACATUR EXPRESSLY SET FORTH IN
SECTION 10 OF THE FEDERAL ARBITRATION ACT; AND

(d) SERVE
AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER
REPRESENTATIVE CAPACITY, JOIN AS A CLASS MEMBER, AND/OR TO PARTICIPATE AS A
MEMBER OF A CLASS IN ANY CLASS, MASS, CONSOLIDATED OR COMBINED ACTION OR
ARBITRATION FILED AGAINST YOU, UPS AND/ OR RELATED THIRD PARTIES.

Award

The arbitrator may award money or equitable relief in favor of
only the individual party seeking relief and only to the extent necessary to
provide relief warranted by that partys individual claim. Similarly, an
arbitration award and any judgment confirming it apply only to that specific
case; it cannot be used in any other case except to enforce the award itself.
To reduce the time and expense of the arbitration, the arbitrator will not
provide a statement of reasons for his or her award unless a brief explanation
of the reasons is requested by one of the parties. Unless both You and UPS
agree otherwise, the arbitrator may not consolidate more than one persons
claims, and may not otherwise preside over any form of a representative,
private attorney general or class proceeding.

Confidentiality
of Arbitration

Notwithstanding anything to the contrary in the AAA Rules, UPS
and You agree that the filing of arbitration, the arbitration proceeding, any
documents exchanged or produced during the arbitration proceeding, any briefs
or other documents prepared for the arbitration, and the arbitral award shall
all be kept fully confidential and shall not be disclosed to any other party,
except to the extent necessary to enforce this arbitration provision, arbitral
award or other rights of the parties, or as required by law or court order.
This confidentiality provision does not foreclose the AAA from reporting
certain consumer arbitration case information as required by state law.

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